Innuovo Technology Co.Ltd(000795)
External guarantee system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of investors, strengthen the external guarantee management of Innuovo Technology Co.Ltd(000795) (hereinafter referred to as “the company”), standardize the external guarantee behavior of the company, and effectively prevent and control the operation risks of the company’s assets, in accordance with the civil code of the people’s Republic of China, the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association, This system is hereby formulated.
Article 2 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk. In principle, the company does not carry out external guarantee business. If it is really necessary to carry out external guarantee business due to the operation of the company, it must be carried out in strict accordance with this system.
Article 3 all external guarantees of the company shall be uniformly managed by the company, and the Fund Project Management Department of the company is the functional management department of the company’s guarantee behavior. Without the approval of the board of directors or the general meeting of shareholders, the company or its subsidiaries (including its subsidiaries) shall not provide external guarantee in any form, nor shall they guarantee each other with any unit.
Article 4 the external guarantee mentioned in this system refers to the behavior that the company and its holding subsidiaries provide guarantee for the debtor’s debt to the creditor as a third person. When the debtor fails to perform the debt, the company and its holding subsidiaries perform the debt or bear the responsibility according to the agreement. The forms of guarantee include guarantee, mortgage, pledge and other forms of guarantee.
Article 5 in establishing and implementing the internal control of guarantee, the company shall strengthen the risk control of key links and take corresponding control measures to achieve the following objectives:
Ensure the standardization of guarantee business and prevent and control contingent liability risks; Ensure the authenticity, completeness and accuracy of the guarantee business and meet the needs of information disclosure; Comply with relevant national guarantee regulations and the requirements of regulatory authorities; The principal debt contract and guarantee contract must comply with the provisions of the civil code of the people’s Republic of China and other national laws and regulations and the articles of association.
Article 6 this system is applicable to the company and its subsidiaries. The external guarantee of the company’s subsidiaries shall be implemented in accordance with this system.
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 before the board of directors of the company decides to provide guarantee for others or submit it to the shareholders’ meeting for voting, the fund project management department shall require the applicant for guarantee to provide its basic information, investigate the information provided by the applicant for guarantee, confirm the authenticity of the information, master the credit status of the insured, and fully analyze the benefits and risks of the guarantee.
Article 9 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, loan purpose, etc; (III) financial report and repayment capacity analysis of the latest year;
(IV) copy of the main contract related to the loan (if any);
(V) conditions and relevant materials (if any) for applying for the guarantor to provide counter guarantee;
(VI) there is no potential and ongoing major litigation, arbitration or administrative punishment;
(VII) other important information.
Article 10 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) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 11 Where 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 Examination and approval authority and handling procedures of external guarantee
Article 12 the general meeting of shareholders of the company is the highest decision-making body of the company’s external guarantee.
Article 13 the board of directors of the company shall exercise 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 14 the guarantee matters within the authority of the board of directors shall be deliberated and approved by more than half of all directors and more than two-thirds of the directors attending the meeting of the board of directors.
Article 15 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) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) 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;
(III) any guarantee provided after the total external guarantee of the company and its holding subsidiaries 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% in the latest financial statement;
(V) within 12 consecutive months, the guarantee amount has exceeded 30% of the company’s total assets audited in the latest period; (VI) guarantees provided to shareholders, actual controllers and their related parties of the company;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
Article 16 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.
Article 17 If the guarantee amount of the company exceeds 30% of the latest audited total assets of the company within 12 consecutive months, a resolution shall be made by the general meeting of shareholders and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 18 the board of directors shall exercise the decision-making power of external guarantees other than the external guarantees listed in Article 15 that must be approved by the general meeting of shareholders in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantees.
Article 19 the company may, when necessary, hire an external professional institution to assess the risk of 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 20 when providing external guarantee to a third party other than a holding subsidiary, the company must require the other party to provide counter guarantee. The provider of counter guarantee shall have actual bearing capacity and the counter guarantee shall be enforceable.
Article 21 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters; In the annual report, the company shall make a special explanation on the company’s accumulated and current external guarantee. When necessary, the independent directors may employ an accounting firm to verify the company’s accumulated and current external guarantees. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 22 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 23 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) counter guarantee clauses;
(VII) other matters that the parties consider necessary to be agreed.
Article 24 when a guarantee contract is concluded, the company 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 company shall refuse to provide guarantee for it and report to the board of directors or the general meeting of shareholders.
Article 25 the legal representative of the company or other persons legally authorized shall sign the guarantee contract on behalf of the company according to the resolutions of the board of directors or the general meeting of shareholders. 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.
Article 26 when accepting counter guarantee mortgage and counter guarantee pledge, the Fund Project Management Department of the company shall, together with other relevant departments of the company, improve relevant legal procedures, especially timely handle mortgage or pledge registration and other procedures. Article 27 the company only accepts the following properties of the counter guarantee provider as collateral:
(I) land use rights, houses and other fixed objects on the ground;
(II) machinery and equipment.
Article 28 the company only accepts the following rights of the counter guarantee provider as pledge:
(I) national debt;
(II) national key construction bonds with good reputation;
(III) equity, shares or shares that can be transferred according to law.
Article 29 the company shall not accept the property and rights that the counter guarantee provider has set guarantees or other rights restrictions as collateral or pledge.
Article 30 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 31 the Fund Project Management Department of the company shall be responsible for the specific affairs of external guarantee.
Article 32 the main responsibilities of the Fund Project Management Department of the company are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit;
(II) handle guarantee procedures;
(III) track, inspect and supervise the guaranteed unit after the external guarantee takes effect;
(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 33 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 34 the company’s financial guarantee department shall regularly check and report the company’s basic problems and possible improvement of the company’s capital management department, and shall timely track and report the company’s capital management department’s basic problems in the future.
Article 35 when the company provides guarantee for others, 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 handling department of the company shall timely understand the debt repayment of the guaranteed, prepare to start the counter guarantee recovery procedure after knowing it, and notify the Secretary of the board of directors at the same time, The Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 36 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 37 the Secretary of the board of directors shall report the debtor’s recovery to the board of directors immediately after the company takes effective recovery measures.
Article 38 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 39 the relevant departments of the company shall take effective measures according to other possible risks, put forward corresponding treatment measures, and submit them to the board of directors and the board of supervisors of the company according to the situation.
Article 40 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 41 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the relevant departments of the company shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Chapter V disclosure of external guarantee information
Article 42 the office of the board of directors is the functional management department responsible for the disclosure of the company’s external guarantee information. After the board of directors or the general meeting of shareholders of the company has made a resolution on the external guarantee of the company, the office of the board of directors shall, in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association of the company
