Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
External guarantee management system
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to regulate the external guarantee behavior of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company”), effectively control the external guarantee risk of the company and protect the safety of the company’s assets, this system is formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions.
Article 2 this system is applicable to the company and its holding subsidiaries within the scope of merger.
Article 3 the internal control of the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 4 the company’s external guarantee shall be subject to unified management. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. Without the approval of the company, subsidiaries shall not provide external guarantees, provide mutual guarantees, or invite external units to provide guarantees for them.
Article 5 the company’s external guarantee (except the guarantee between the company and its holding subsidiaries and subsidiaries) must require the other party to provide counter guarantee, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
Chapter II Guarantee object
Article 6 the guarantee object of the company shall have the status of independent legal person and meet one of the following conditions:
(I) mutual insurance units required by the company’s business;
(II) units with actual or potential important business relationship with the company;
(III) subsidiaries of the company and other units with control relationship.
Article 7 if the applicant guarantor does not meet the conditions listed in Article 6, but the company believes that it needs to develop its business and cooperative relationship, the operation and finance of the applicant guarantor are normal, there are no relatively large operational and financial risks, and the applicant guarantor or a third party can provide effective counter guarantee for its legally owned assets, and the risk is small, With the consent of the board of directors or the general meeting of shareholders, a guarantee may be provided.
Article 8 the counter guarantee and other effective risk prevention measures provided by the applying guarantor must correspond to the amount to be guaranteed, and the provider of the counter guarantee shall have the actual ability to bear the risk. 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.
Article 9 the company shall follow the principle of equal amount in providing guarantee for the mutual insurance unit, and the other party shall require it to provide corresponding counter guarantee for the excess part.
Chapter III Examination and approval of external guarantee
Article 10 the company’s external guarantee management adopts a multi-level review system. The relevant departments of the company include: the finance department is the preliminary review and daily management department of the company’s external guarantee, which is responsible for accepting and preliminary 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 responsible for the compliance review of the company’s external guarantee and organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders.
Article 11 the company shall investigate the operation and reputation of the guaranteed. The board of directors shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, and make decisions prudently according to law. The company may, when necessary, hire an external professional organization to assess the risk of implementing external guarantee, which can be used as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 12 in order to prove the credit status of the guarantor applicant, the guarantor applicant shall at least be required to provide the following basic information:
(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 repayment capacity and financial analysis 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) there is no potential and ongoing major litigation, arbitration or administrative punishment;
(VII) other important information.
Article 13 at the same time, the company shall investigate its business status and reputation through the opening bank and business unit of the applicant guarantor, and shall not provide guarantee for the applicant guarantor with deteriorating business status or bad reputation.
Article 14 according to the basic information provided by the guarantor applicant, the company shall investigate and verify the industry prospect, operation status, financial status, credit and reputation of the guarantor applicant, and shall conduct risk assessment on the guarantee business to ensure that the guarantee business complies with national laws and regulations and the guarantee policy of the enterprise, And submit relevant materials to the board of directors or the general meeting of shareholders for approval. The board of directors or the general meeting of shareholders of the company shall consider and make resolutions on the submitted materials, and record the voting results. If the guarantor fails to provide one of the following information:
(I) it does not comply with the provisions of Article 6 or Article 7;
(II) the investment of funds does not comply with national laws and regulations or national industrial policies;
(III) there are false records or false materials in the financial and accounting documents in the last three years;
(IV) the company has provided guarantee for it, and the bank loan is overdue and the interest is in arrears;
(V) loss in the previous year or little profit in the previous year and expected loss in the current year;
(VI) the business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
(VII) failing to implement the effective property used for counter guarantee.
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. The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) any guarantee provided after the total 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 exceeds 30% of the total assets audited in the latest period;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(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;
(VIII) guarantee provided to shareholders, actual controllers and their related parties.
(IX) other guarantees that should be submitted to the general meeting of shareholders for deliberation as stipulated by Shenzhen Stock Exchange or the articles of association of the company.
When the board of directors deliberates the guarantee, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (VI) above, it must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting; If the general meeting of shareholders considers the guarantee matters in Item (VI) of paragraph 2 of this article, which involves providing guarantee for shareholders, actual controllers and their related parties, the vote shall be adopted by more than 2 / 3 of the voting rights held by other shareholders attending the general meeting of shareholders; If the general meeting of shareholders considers the guarantee matters other than item (VI) of paragraph 2 of this article, which involves providing guarantee for shareholders, actual controllers and their related parties, the vote shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
When the board of directors deliberates the guarantee, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph, it must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of item (I) (IV) (V) (VII) of this article, it may be exempted from submitting to the general meeting of shareholders for deliberation.
Article 16 the board of directors has the right to consider guarantee matters other than those that should be considered by the general meeting of shareholders; The guarantee matters that meet the standards specified in Article 15 of the system (except related party transactions) shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Article 17 when the board of directors deliberates on the external guarantee of the company, it must be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors. At the same meeting of the board of directors, when examining two or more applications for external guarantee (including two), the board of directors shall vote on each external guarantee item by item, and shall obtain the consent of more than 2 / 3 of all members of the board of directors and more than 2 / 3 of all independent directors. If a director is related to the external guarantee matters under consideration, he shall withdraw from voting. If the number of directors participating in the voting of a certain external guarantee is less than 2 / 3 of all members of the board of directors due to the avoidance of voting by directors, the external guarantee shall be submitted to the general meeting of shareholders for voting.
Article 18 the company’s independent directors and the recommendation institution (if applicable) shall, when the board of directors deliberates on the external guarantee matters (except the guarantee provided to the subsidiaries within the scope of merger), express independent opinions on their legality and compliance, impact on the company and existing risks. If necessary, they may hire an accounting firm to check the company’s accumulated and current external guarantee. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Chapter IV daily management and continuous risk control of external guarantee
Article 19 when providing external guarantee, the company shall conclude a written contract. The guarantee contract shall comply with the provisions of the civil code and other relevant laws and regulations, and the main terms shall be clear and unambiguous.
Article 20 the finance department is the daily management department of the company’s external guarantee, which is responsible for the unified registration and filing management of the external guarantee matters of the company and its holding subsidiaries.
Article 21 the finance department shall properly keep and manage all documents and materials related to the external guarantee of the company (including but not limited to the guarantee application and its attachments, the review opinions of the finance department, other departments of the company and the board of directors / general meeting of shareholders, the signed guarantee contract, etc.), And fill in the form of external guarantee of the company quarterly and send a copy to the general manager and the Secretary of the board of directors of the company. In the process of contract management, if the company finds any abnormal guarantee contract that has not been approved by the deliberation procedures of the board of directors or the general meeting of shareholders, it shall timely report to the board of directors and the board of supervisors and make an announcement. Article 22 the finance department shall continue to pay attention to the situation of the guaranteed, collect the latest financial information and audit report of the guaranteed, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., establish relevant financial files and report to the board of directors regularly.
Article 23 after the debts guaranteed to others are due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time. If the guaranteed fails to perform his obligations in time, the company shall take necessary remedial measures in time. If the guaranteed debt needs to be extended after maturity and needs to continue to be guaranteed by the company, it shall be regarded as a new external guarantee, and the procedures for examining and approving the guarantee application must be performed in accordance with the procedures specified herein.
Article 24 when the holding subsidiary of the company plans to provide external guarantee, it shall inform the Finance Department of the company in advance, and the Finance Department of the company shall report to the general manager and copy to the office of the board of directors. The holding subsidiary of the company shall timely notify the office of the board of directors of the company after the resolution is made by its board of directors or general meeting of shareholders. The office of the board of directors shall organize the company to convene the board of directors and the general meeting of shareholders in accordance with the system to make resolutions on relevant guarantee matters.
Chapter V accountability
Article 25 the company shall provide external guarantee in strict accordance with this system. The board of directors of the company decides to give corresponding punishment to the responsible person at fault according to the loss, risk and seriousness of the company.
Article 26 Where the company’s directors, managers and other managers sign guarantee contracts without authorization in accordance with the procedures specified in the system, causing damage to the company, the legal liability of the person responsible shall be investigated.
Article 27 If the personnel of the company’s handling department or other responsible persons violate the provisions of the law or the system, ignore the risk and provide guarantee without authorization, resulting in losses, they shall be liable for compensation.
Article 28 If the personnel of the company’s handling department or other responsible persons delay in performing their duties and cause losses to the company, they shall be liable for compensation.
Chapter VI supplementary provisions
Article 29 unless the context otherwise requires, the words used in this system shall have the same interpretation as those used in the articles of association.
Article 30 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations, relevant provisions of regulatory authorities and the articles of association. In case of any inconsistency between this system and relevant laws and regulations, relevant provisions of the regulatory authority and the articles of association, it shall be implemented in accordance with laws and regulations, relevant provisions of the regulatory authority and the articles of association.
Article 31 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
Article 32 the board of directors shall be responsible for the interpretation of this system.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) March 12, 2022
