Hvsen Biotechnology Co.Ltd(300871)
Measures for the administration of external guarantees
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of investors, regulate the external guarantee behavior of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as “the company”), effectively prevent the external guarantee risk of the company and ensure the safety of the company’s assets, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These measures are formulated in accordance with the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “GEM Listing Rules”), Shenzhen Stock Exchange GEM listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and the articles of association.
Article 2 the term “external guarantee” as mentioned in these Measures refers to the guarantee provided by the company for others, including the guarantee provided by the company to its holding subsidiaries.
Article 3 the external guarantee of the company is 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 4 the external guarantee of the subsidiary controlled or actually controlled by the company shall be regarded as the behavior of the company, and its external guarantee shall be implemented in accordance with these measures.
Article 5 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 6 where the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity. Article 7 Where a holding subsidiary of the company provides a guarantee to an entity outside the scope of the company’s consolidated statements, it shall be deemed that the company provides a guarantee, and the company shall implement it in accordance with the provisions of this chapter.
Article 8 the independent directors shall make a special statement on the company’s independent guarantee and the company’s independent guarantee in the current year.
Chapter II examination of external guarantee objects
Article 9 the company can provide support for units with independent legal personality and one of the following conditions
protect:
(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 these measures.
Article 10 if the company considers that it is necessary to develop its business and cooperative relationship with the applicant guarantor and the risk is small, it can provide guarantee after being deliberated and approved by the general meeting of shareholders, although it does not meet the conditions listed in Article 9 of these measures.
Article 11 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, fully analyze the interests and risks of the guarantee, and may hire a lawyer to conduct legal investigation and issue a risk presentation report at the same time.
Article 12 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;
(VI) whether there is non-performing loan record in the main deposit bank;
(VII) description of no potential and ongoing major litigation, arbitration or administrative punishment; (VIII) other important information.
Article 13 the financial department 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 of the company and the general manager.
Article 14 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;
(VI) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 15 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 16 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.
If the external guarantee involves connected transactions, it shall be carried out in accordance with the relevant examination and approval procedures for connected transactions.
Article 17 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. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances: (1) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
（2） Any guarantee provided after the total amount of external guarantee of the company reaches or exceeds 30% of the latest audited total assets;
（3） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（4） The amount of a single guarantee exceeds 10% of the latest audited net assets;
（5） Guarantees provided to shareholders, actual controllers and their related parties;
(VI) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VII) 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;
（8） Other guarantees stipulated in the articles of association and the stock exchange where the company’s shares are listed.
The provisions of this article shall apply to the external guarantee of the company within 12 months according to the principle of cumulative calculation. For other external guarantees other than those listed above that need to be approved by the general meeting of shareholders, the board of directors shall exercise the decision-making power of external guarantees in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantees. 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 shall also be approved by more than two-thirds of the directors attending the meeting of the board of directors.
Article 18 the company may, when necessary, hire an external professional institution to assess the risk of implementing external guarantee, which shall be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 19 If the company has independent directors, each independent director shall express independent opinions when the board of Directors considers the external guarantee matters (except the guarantee for the subsidiaries within the scope of the consolidated statements), and if necessary, can hire an accounting firm to check the company’s accumulated and current external guarantee conditions.
Article 20 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. 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 21 a guarantee contract shall at least include the following contents:
(I) type and amount of principal creditor’s rights guaranteed;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method;
(IV) scope of guarantee;
(V) guarantee period;
(VI) rights, obligations and liabilities for breach of contract of each party;
(VII) other matters that the parties consider necessary to be agreed.
Article 22 when a guarantee contract is concluded, the handling department must comprehensively and carefully examine the signing subject and relevant contents of the main contract, guarantee contract and counter guarantee contract. The other party shall be required to amend the provisions that violate laws, regulations, the articles of association, the relevant resolutions of the board of directors or the general meeting of shareholders and impose unreasonable obligations or unpredictable risks on the company. If the other party refuses to modify, the handling department shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders of the company.
Article 23 the chairman of the board of directors 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. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the general meeting of shareholders or the board of directors. The handling department and the handling person shall not sign the guarantee contract beyond their authority or sign or seal as the guarantor in the main contract.
Article 24 the company may sign a mutual insurance agreement with an enterprise legal person that meets the conditions specified in these measures. The responsible person shall timely require the other party to truthfully provide relevant financial and accounting statements and other materials that can reflect its solvency.
Article 25 when accepting counter guarantee mortgage and counter guarantee pledge, relevant legal procedures shall be improved, especially the registration of mortgage or pledge shall be handled in time.
Article 26 If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee and re perform the guarantee approval procedure.
Chapter IV administration of external guarantee
Article 27 external guarantees shall be handled by the financial department.
Article 28 the main responsibilities of the company’s financial department are as follows:
(I) investigate and evaluate the credit of the guaranteed unit;
(II) handle guarantee procedures;
(III) follow up, inspect and supervise the guaranteed unit after external guarantee;
(IV) earnestly do a good job in the filing and management of documents related to the guaranteed enterprise;
(V) timely and truthfully provide all external guarantees of the company to the audit institution of the company in accordance with the regulations;
(VI) handle other matters related to guarantee.
Article 29 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 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 30 the financial department shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial data and audit reports of the guaranteed, regularly analyze its financial status and solvency, and pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc.
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 31 the company provides guarantee for the controlling shareholder, actual controller and other related parties. When the guaranteed fails to perform the repayment obligation in time after the debt is due, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the company performs the guarantee obligation, the financial department 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 32 If the guaranteed cannot perform the contract and the secured creditor claims to assume the guarantee liability to the company, the financial department 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 33 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 34 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 35 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 additional guarantee liability beyond the share agreed by the company.
Article 36 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the finance department shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Article 37 the company shall conduct self inspection on the external guarantees it has made with its controlling shareholders, actual controllers and other related parties. For companies with illegal guarantee problems, they should complete the rectification in time to safeguard the interests of the company and minority shareholders.
Chapter V disclosure of external guarantee information
Article 38 the company shall conscientiously perform the obligation of information disclosure of external guarantees in accordance with the GEM Listing Rules, the articles of association and other relevant provisions. When disclosing the provision of guarantees, the company shall disclose the resolutions of the board of directors or the general meeting of shareholders, the total amount of external guarantees provided by the company and its holding subsidiaries as of the disclosure date, the total amount of guarantees provided by the company to its holding subsidiaries, and the proportion of the above amounts in the latest audited net assets of the company. Article 39 any department and responsible person involved in the company’s external guarantee shall be responsible for the external guarantee in time
