Sufa Technology Industry Co.Ltd.Cnnc(000777)
Guarantee management regulations
(reviewed and adopted at the 24th Meeting of the 7th board of directors of the company)
Chapter I General Provisions
Article 1 These Provisions are formulated to standardize the guarantee behavior of Sufa Technology Industry Co.Ltd.Cnnc(000777) (hereinafter referred to as ” Sufa Technology Industry Co.Ltd.Cnnc(000777) ” or “the company”), strengthen guarantee management and prevent business risks.
Article 2 These measures are applicable to Sufa Technology Industry Co.Ltd.Cnnc(000777) the guarantee work carried out by the headquarters and its subsidiaries, including counter guarantee.
Article 3 the term “guarantee” as mentioned in these Measures refers to the behavior of each unit in the process of production, operation and project construction, in order to ensure that specific creditors realize their creditor’s rights, using the credit or specific property of the debtor or a third party to urge the debtor to perform their debts in accordance with the provisions of the civil code of the people’s Republic of China.
Article 4 types of guarantee
According to the guarantee provider, the guarantee includes providing guarantee for its own debts with its own credit or specific property, Sufa Technology Industry Co.Ltd.Cnnc(000777) guarantee between legal persons within the company, and guarantee for external units of the company.
Classified by guarantee category, guarantee includes financing guarantee and performance guarantee. Among them, financing guarantee refers to credit guarantee, mortgage and pledge guarantee, maintenance agreement, comfort letter, liquidity support, etc. provided for financing; Performance guarantee refers to the letter of guarantee, letter of credit, security deposit and credit guarantee (legal person guarantee) provided for the performance of contract obligations.
Chapter II Organization and responsibilities
Article 5 Sufa Technology Industry Co.Ltd.Cnnc(000777) the finance department is the centralized management department of the company’s external guarantee, and is responsible for the preparation, review, approval, filing and daily management of the annual plan of guarantee matters.
Article 6 the Sufa Technology Industry Co.Ltd.Cnnc(000777) audit and legal department is responsible for reviewing the legality and compliance of the external guarantee matters decided by Sufa Technology Industry Co.Ltd.Cnnc(000777) and the legality and compliance of the Sufa Technology Industry Co.Ltd.Cnnc(000777) guarantee contract.
Article 7 the general affairs department is responsible for drafting the proposals of the board of directors or the general meeting of shareholders for external guarantee and submitting them to the board of directors or the general meeting of shareholders for deliberation; Handle the disclosure and announcement of external guarantees.
Chapter III guarantee management principles
Article 8 the company implements classified management of guarantee. The financing guarantee shall be strictly managed according to the details of the guarantee plan and the risk shall be strictly controlled; Performance guarantee is managed according to the unit summary quota, and the total amount is controlled.
Article 9 Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries shall strictly control the guarantee. If it is necessary to provide guarantee due to financing or business needs, it shall first use its own credit and assets to provide guarantee. If its own guarantee ability is insufficient, it may apply to the shareholders for providing guarantee. Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries decide whether to assume corresponding guarantee liability with their own reputation or assets according to their own asset status, the necessity of guarantee matters and the judgment of guarantee risk.
Article 10 Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries shall follow the principle of “the same shares, the same rights, the same interests, the same responsibilities and the same guarantees” and provide guarantees for their subsidiaries or joint-stock units according to the equity ratio. If it is really necessary to guarantee beyond the equity ratio for special reasons, other shareholders shall be required to provide effective risk prevention measures such as counter guarantee corresponding to the equity ratio. If it is impossible to obtain counter guarantee from other shareholders to provide guarantee for the excess share ratio of a listed company, it shall require the listed company to provide full counter guarantee and other effective risk prevention measures. Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries do not provide guarantee for units without equity relationship or management relationship.
Article 11 Sufa Technology Industry Co.Ltd.Cnnc(000777) where the headquarters provides guarantees to subsidiaries or between subsidiaries, it shall collect guarantee fees with reference to the relevant provisions of the state on enterprise income tax and the relevant standards of the company.
Article 12 Sufa Technology Industry Co.Ltd.Cnnc(000777) the precondition for the headquarters and its subsidiaries to charge the guarantee credit enhancement service fee is that the decision-making and approval of the guarantee matters are completed, and the decision-making and approval requirements and conditions of the guarantee matters do not change. The guarantee matters reported by each unit shall have sufficient necessity and risk control measures, and comply with the company’s guarantee management regulations and the basic requirements of guarantee plan management.
Article 13 for all credit enhancement services that sign legally effective guarantee agreements, Sufa Technology Industry Co.Ltd.Cnnc(000777) the following charging standards are formulated according to the group’s charging standards, according to the actual business conditions of the affiliated units, based on the credit rating of the guaranteed enterprise, based on the guarantee use amount and use time, and according to the risk differences of different types of guarantees:
Charge proportion of credit rating guarantee fee of the guaranteed unit (each year)
Class I financing guarantee and performance guarantee
AAA and above 1 ‰ 1 ‰
AA+2‰1.5‰
AA3. 5‰2‰
Not less than 5 ‰ and not less than 3 ‰ below AA
(i) The credit rating adopts the latest rating result required by the financing channel corresponding to the guarantee; If the financing channel corresponding to the guarantee does not require credit rating (such as fund), the rating of the financial institution with the largest financing scale of the unit shall prevail; If there is no credit rating, it shall be regarded as below AA;
（2） Units that are in the early stage of business development or do have economic difficulties and need to provide support can appropriately reduce the charging proportion of guarantee fees as appropriate;
（3） For non wholly-owned holding units, in principle, guarantee shall be provided in accordance with the requirements of “the same shares, the same rights, the same responsibilities and the same interests”. Where a guarantee is provided beyond the share ratio, the charging proportion of the guarantee fee shall be appropriately increased according to the specific circumstances.
When providing guarantee credit enhancement services, each unit may formulate its own standards in combination with its own actual situation and with reference to these provisions.
Article 14 Where business transactions between units such as project construction and provision of services require performance guarantees such as letter of guarantee and security deposit, performance guarantee measures such as performance commitment letter can be adopted after consensus. If it is really necessary to provide a letter of guarantee, the letter of guarantee of the finance company shall be preferred to replace it.
Article 15 Sufa Technology Industry Co.Ltd.Cnnc(000777) implement plan control and total amount control management. Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries make their own decisions on guarantee matters within the approved guarantee limit and bear relevant responsibilities according to the issued annual guarantee plan. If the guarantee provided by each unit has exceeded 75% of the net assets, the scale of new guarantee shall be strictly controlled to prevent guarantee risks. In principle, no guarantee shall be provided for enterprises with asset liability ratio exceeding 85%.
When providing guarantee, each unit shall predict the risk and set control measures. In principle, the guaranteed shall provide counter guarantee measures for the new guarantee: (I) the total amount of external guarantee of the company has exceeded 50% of its own net assets;
（2） The asset liability ratio of the guaranteed exceeds 70%.
If the guaranteed cannot provide counter guarantee measures, the guarantor shall obtain the following materials and strictly control the existing guarantee matters:
(i) Business feasibility analysis of relevant guarantee matters;
（2） Customer background investigation report on relevant guarantee matters.
Article 16 if the project construction field involves performance guarantees such as cash deposit, the relevant requirements of SASAC and the Ministry of housing and urban rural development shall be strictly implemented, and the letter of guarantee issued by the finance company affiliated to the group company shall be given priority to replace the cash deposit.
Article 17 Sufa Technology Industry Co.Ltd.Cnnc(000777) the guarantee provided by the headquarters and its subsidiaries shall comply with the following provisions:
(i) The guaranteed party and the guaranteed project shall comply with laws and regulations and industrial policies of the state and the group company.
（2） The guarantee provided by each unit shall be based on the real economic activities such as production and operation, project construction, project contracting, loan, goods transportation and processing contracting, and shall be within the scope of normal production and operation and project construction.
（3） The guarantee provided by each unit must bring greater benefits to each unit, or failure to provide guarantee will inevitably bring greater losses to each unit, and the benefits or losses are greater than the losses of relevant guarantee risks.
Article 18 the guarantee subject shall meet the following conditions:
(i) The guarantor shall have the status of an independent legal person, and the branches and functional departments of the enterprise legal person shall not provide guarantee;
（2） Institutions providing guarantees shall have business activities, and institutions and social organizations for the purpose of public welfare shall not provide guarantees.
Article 19 the guaranteed subject shall meet the following conditions:
(i) The guaranteed shall be the holding or participating unit of the direct or indirect equity investment of the headquarters and each unit;
（2） During the normal operation period, the guaranteed shall not provide guarantee for enterprises that have entered the reorganization, custody, merger or bankruptcy liquidation procedures;
（3） The guaranteed has independent legal personality and strong solvency, and has good financial status and credit qualification; In principle, no guarantee shall be provided for enterprises operating at a loss or enterprises expected to make a loss this year.
（4） No guarantee shall be provided for natural persons.
Article 20 where each unit provides guarantee by means of mortgage, pledge, etc., the mortgaged land, houses, equipment, etc., as well as the pledged movable property, equity, creditor’s rights, other property rights and other rights shall have clear ownership, be legally held by each unit, and comply with the provisions of relevant laws and regulations.
Article 21 the management of the company must truthfully provide all external guarantees to the audit institution hired by the company;
Article 22 the company must conscientiously perform the obligation of information disclosure of external guarantees in strict accordance with the provisions of laws and regulations and the requirements of normative documents.
Chapter IV Management of annual guarantee plan
Article 23 the company implements annual plan management for guarantee matters, starts the preparation of guarantee plan for the next year in October every year, and defines the preparation and reporting requirements.
Article 24 Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries shall plan, count and review the guarantee matters of the unit and its affiliated units in the next year in November of each year according to relevant requirements, and summarize and submit the annual guarantee plan report. Article 25 Sufa Technology Industry Co.Ltd.Cnnc(000777) the finance department shall summarize the annual guarantee plan submitted by its subsidiaries, study and formulate the annual guarantee plan, which shall be submitted to the board of directors or the general meeting of shareholders for approval after being pre deliberated by the Sufa Technology Industry Co.Ltd.Cnnc(000777) Party committee and performing the internal approval procedures.
Article 26 Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries shall carry out the implementation and statistics according to the annual guarantee plan, and report the implementation of the guarantee plan of the current month in the guarantee management information system at the end of each month.
Article 27 once the annual guarantee plan is issued, it is generally not adjusted. If the guarantee matters need to be adjusted due to the adjustment of the project construction and production and operation plan, each unit shall first apply for the adjustment of the guarantee plan and fully explain the reasons for the adjustment. The specific guarantee matters can be submitted for approval only after the plan adjustment is approved. If the annual guarantee plan adjustment is involved, the financing guarantee adjustment shall be matched with the financing plan adjustment; The adjustment of performance guarantee shall be adjusted according to the actual business needs of each unit, and the filing management shall be implemented.
Article 28 If the total amount of the annual plan of the guarantee matters is adjusted (the adjusted plan exceeds the control index of the total amount of the original plan), it shall be submitted to the board of directors or the general meeting of shareholders for resolution after the Sufa Technology Industry Co.Ltd.Cnnc(000777) Party committee’s pre deliberation and internal approval procedures are performed. Chapter V Examination and approval authority and procedures
Article 29 Sufa Technology Industry Co.Ltd.Cnnc(000777) as the guarantee subject, the headquarters and its subsidiaries shall provide guarantee for subordinate or joint-stock units, which shall be reviewed or approved in accordance with the following authorities. (i) In principle, Sufa Technology Industry Co.Ltd.Cnnc(000777) headquarters and its subsidiaries shall approve the matters within the annual guarantee plan in accordance with its guarantee management system and approval authority, except for the matters that need to be reported to the parent company to perform the approval procedures.
（2） To provide guarantee for matters beyond the annual guarantee plan, the Sufa Technology Industry Co.Ltd.Cnnc(000777) headquarters and its subsidiaries shall re perform the approval procedures in accordance with their guarantee management system. Article 30 the following matters shall be reported by Sufa Technology Industry Co.Ltd.Cnnc(000777) to the parent company for approval.
(i) The guarantee matters of the headquarters of the group company as the guarantee subject.
（2） In the field of engineering construction, the use of cash deposit exceeds 50 million yuan.
（3） Sufa Technology Industry Co.Ltd.Cnnc(000777) matters requiring prior approval of the parent company to provide guarantee and meet the regulatory requirements for domestic listing:
1. The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
2. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
3. According to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
4. Guarantee provided for guarantee objects with asset liability ratio exceeding 70%;
5. Guarantee provided by the company to shareholders, actual controllers and their related parties. （4） The guarantee provided by the overseas listed company or the company to be listed to which Sufa Technology Industry Co.Ltd.Cnnc(000777) belongs meets the regulatory requirements for overseas listing and requires the prior approval of the parent company.
Article 31 Sufa Technology Industry Co.Ltd.Cnnc(000777) due to business development, the headquarters and its subsidiaries shall issue performance guarantees such as letters of credit, letter of guarantee, bank acceptance bill security, pay deposit for purchased materials, and pay bid security and letter of guarantee during bidding in the annual guarantee plan, which shall be implemented by each unit after performing the internal approval procedures. Article 32 the guarantee matters for the use of cash deposit in the field of engineering construction shall be reported to the parent company after performing the internal approval procedures of the company.
Article 33 in addition to these Provisions, Sufa Technology Industry Co.Ltd.Cnnc(000777) the headquarters and its subsidiaries shall perform the approval procedures and handle the guarantee business in accordance with the relevant requirements of the CBRC and the CSRC.
Article 34 for the guarantee items that need to be approved or registered with government departments in accordance with laws and regulations, the guarantor shall timely approve or register.
Article 35 the external guarantee of the company shall be uniformly managed by the company. Without the consent of the board of directors of the company, the holding subsidiary shall not provide external guarantee.
Article 36 any guarantee made by the company must be deliberated by the board of directors or the general meeting of shareholders.
Article 37 the guarantee 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. The following external guarantees shall be subject to the approval of the general meeting of shareholders:
(i) The amount of a single guarantee exceeds 10% of the company’s 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） According to the guarantee amount
