Shenzhen Crastal Technology Co.Ltd(300824)
External guarantee system
Chapter I General Provisions
Article 1 in order to safeguard the interests of the shareholders and investors of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as the “company”), standardize the external guarantee behavior of the company, control the operation risk of the company’s assets and promote the healthy and stable development of the company, according to the company law of the people’s Republic of China, the civil code of the people’s Republic of China and other relevant laws and regulations, as well as the Shenzhen Crastal Technology Co.Ltd(300824) articles of Association (hereinafter referred to as the “articles of association”), This system is hereby formulated.
Article 2 this system is applicable to the company’s behavior of providing the following guarantees for others: the guaranteed enterprise applies to the company for providing guarantees for the company due to loans to financial institutions, bill discount, financial leasing and other reasons, including the company’s guarantee to its holding subsidiaries.
Article 3 the purpose of this system is to strengthen the company’s internal control, improve the pre evaluation, in-process monitoring, post recovery and disposal mechanism of the company’s guarantee matters, prevent the potential debt repayment risk caused to the company due to the deterioration of the guaranteed’s financial situation as far as possible, and reasonably avoid and reduce the possible losses. Article 4 when providing external guarantees, the company shall disclose relevant information in accordance with the securities law of the people’s Republic of China, the stock listing rules of the stock exchange and the relevant provisions of the CSRC.
Chapter II Basic Principles of external guarantee
Article 5 in principle, the company shall not provide guarantee to any third party other than the holding subsidiary of the company. However, after the review and approval of the competent authority of the company as stipulated in this system, the company may provide guarantee for the qualified third party to provide loans, bill discounting, financial leasing and other financing matters to financial institutions.
Article 6 the guarantee provided by the company must be examined and approved by the board of directors or the general meeting of shareholders in accordance with legal procedures. Without the resolution of the general meeting of shareholders or the board of directors, directors, general managers and other senior managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization, otherwise they shall compensate for the losses caused to the company.
Article 7 for external guarantee, the company shall require the guaranteed party to provide counter guarantee in the form of pledge or mortgage to the company, or a third party recommended by the guaranteed party and approved by the company to provide counter guarantee to the company in the form of guarantee, and the provider of counter guarantee shall have actual bearing capacity.
Article 8 the company shall truthfully provide all external guarantees of the company to the audit institution auditing the company in accordance with the provisions.
Article 9 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 this system, and express independent opinions.
Article 10 all directors and senior managers of the company shall prudently treat and strictly control the debt risk arising from the external guarantee, and bear joint and several liability for the losses arising from the illegal or improper external guarantee according to law. Chapter III Procedures for providing external guarantees
Article 11 the functional department of the company in charge of external guarantee matters is the finance department.
Article 12 after receiving the guarantee application from the guaranteed enterprise, the company begins to evaluate the credit status of the guaranteed enterprise. The Finance Department of the company shall comprehensively evaluate the asset quality, operation, industry prospect, solvency and credit status of the guaranteed, check the interests and risks of the guarantee, and judge the debt repayment ability of the guaranteed. The company shall obtain the following information from the guaranteed enterprise: including but not limited to the audited balance sheet, profit and loss statement and cash flow statement of the guaranteed party in recent three years, financial forecast for the next year, detailed statement of loan repayment (including interest payment) and relevant contracts, brief introduction of senior management of the company, bank credit, detailed statement of external guarantee, detailed statement of asset mortgage and pledge, Relevant contracts and feasibility analysis reports of investment projects. The guaranteed shall provide relevant materials in accordance with the provisions of this system.
Article 13 after receiving the application and investigation materials of the guaranteed enterprise, the Finance Department of the company shall fully analyze the credit status of the guaranteed enterprise, the interests and risks of the guarantee, conduct on-site investigation on the production and operation status, financial status, investment project progress and personnel of the guaranteed enterprise, and evaluate the profitability, solvency and growth ability of the guaranteed enterprise through various assessment indicators.
Article 14 according to the credit evaluation results of the guaranteed enterprise, the finance department shall put forward suggestions on whether to provide guarantee and counter guarantee, the specific methods and guarantee amount, and report them to the general manager, who shall report them to the board of directors.
Article 15 if the guaranteed party requests to change the guarantee items, the company shall re perform the evaluation and approval procedures. 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.
Article 16 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(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 external guarantee of the company exceeds 30% of the total audited assets of the company 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) guarantees provided to shareholders, actual controllers and their related parties;
(VII) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VIII) 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;
(IX) other guarantees required to be deliberated and approved by the general meeting of shareholders as stipulated by laws and regulations, Shenzhen Stock Exchange and the articles of association.
In addition to the external guarantee acts specified in the preceding paragraph, other external guarantee acts of the company shall be deliberated and approved by the board of directors.
Article 17 the external guarantee to be approved by the board of directors shall be approved by more than two-thirds of the directors present and by more than two-thirds of all independent directors; If the guarantee matters are related party transactions, they shall be implemented in accordance with the procedures of the board of directors for considering related party transactions.
Article 18 the external guarantee matters to be examined and approved by the general meeting of shareholders must be approved by more than half of the effective voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders deliberates on the guarantee provided to shareholders, actual controllers and their related parties, the shareholders with related relationship shall not participate in the voting on the guarantee. The voting shall be adopted by more than half of the effective voting rights held by other unrelated shareholders attending the general meeting of shareholders.
The guarantee amount of the company within 12 consecutive months exceeds 30% of the latest audited total assets of the company, which shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Article 19 after the general meeting of shareholders or the board of directors of the company makes a guarantee decision, the finance department shall review the legal documents such as the main creditor’s right contract, guarantee contract and counter guarantee contract, and the finance department shall be responsible for signing a written guarantee contract with the main creditor and a written counter guarantee contract with the counter guarantee provider.
Chapter IV guarantee risk control
Article 20 in the process of providing guarantee, the company shall follow the principle of risk control, and strictly control the guarantee liability limit of the guaranteed enterprise while assessing the risk of the guaranteed enterprise.
Article 21 the board of directors shall establish a regular verification system to verify all guarantees of the company every year. The company shall strengthen the management of guarantee contracts. The guarantee contract shall be properly kept in accordance with the company’s internal management regulations. If the company finds any abnormal guarantee contract that has not been deliberated and approved by the board of directors or the general meeting of shareholders, it shall timely report to the board of directors, the board of supervisors and the stock exchange and make an announcement. The board of directors shall take reasonable and effective measures to remove or correct the illegal guarantee behavior, reduce the losses of the company, safeguard the interests of the company and minority shareholders, and investigate the responsibilities of relevant personnel.
Article 22 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed before considering the proposal to provide guarantee, carefully consider and analyze the financial status, operation status, credit status and industry prospect of the guaranteed, and make a prudent decision according to law. The company may, when necessary, hire an external professional institution to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 23 for the project loan of the guaranteed enterprise, the company shall require to open a co managed account with the guaranteed enterprise for special use.
Article 24 the company shall require the guaranteed enterprise to provide effective assets, including fixed assets, equipment, machinery, real estate, personal property of the legal representative, etc. for mortgage or pledge, and effectively implement counter guarantee measures. Article 25 during the guarantee period, the company shall do a good job in tracking and supervising the financial status of the guaranteed enterprise and the changes of mortgage and pledge property, and inspect the guaranteed enterprise regularly or irregularly; One month before the debt of the guaranteed enterprise is due, the finance department shall issue a notice urging the guaranteed enterprise to repay.
Article 26 If the guaranteed fails to fulfill the repayment obligation after the debt is due, the company shall implement counter guarantee measures by the finance department within 10 working days after the debt is due. During the guarantee period, in case of institutional change, cancellation, bankruptcy and liquidation of the guaranteed, the company shall exercise the right of debt recovery in accordance with relevant laws and regulations. Article 27 when the guaranteed fails to fulfill the repayment obligation within 15 working days after the debt is due, or the guaranteed goes bankrupt, liquidates or other situations that seriously affect its repayment ability, the company shall disclose relevant information in time.
Article 28 the company’s independent directors, recommendation agencies or independent financial advisers (if applicable) shall express independent opinions on their legality and compliance, impact on the company and existing risks when the board of Directors considers the provision of guarantees (except for the provision of guarantees for subsidiaries within the scope of merger), and may hire an accounting firm to check the cumulative and current provision of guarantees when necessary. If any abnormality is found, it shall be reported to the board of directors and Shenzhen Stock Exchange in time and announced.
Article 29 the company provides guarantees for its holding subsidiaries and joint-stock companies. In principle, other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the relevant shareholders fail to provide the same proportion of guarantee or counter guarantee and other risk control measures to the company’s holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the company on the basis of analyzing the operation and solvency of the guarantee object.
Article 30 the company provides guarantees for wholly-owned subsidiaries or holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, The company can estimate the total amount of new guarantee in the next 12 months for the two types of subsidiaries with an asset liability ratio of more than 70% (whichever is higher in the latest audited financial statements or the latest financial statements of the guaranteed) and an asset liability ratio of less than 70%, and submit it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 31 Where the scope of the consolidated statements of the company is changed due to transactions or related transactions, if the original guarantee forms a guarantee for related parties after the completion of the transaction, the company shall timely perform the corresponding review procedures and disclosure obligations for the relevant related guarantees. If the board of directors or the general meeting of shareholders fails to consider and approve the above-mentioned related party guarantees, all parties to the transaction shall take effective measures such as early termination of guarantees or cancellation of related transactions or related transactions to avoid the formation of illegal related party guarantees.
Article 32 Where a wholly-owned subsidiary or holding subsidiary of the company provides a guarantee for a legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the wholly-owned subsidiary or holding subsidiary performs the review procedures. Where a wholly-owned subsidiary or holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions of this system.
Chapter V supplementary provisions
Article 33 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the same shall apply to the modification.
Article 34 the external guarantee of the company’s holding subsidiaries shall be implemented in accordance with this system. The holding subsidiary of the company shall timely notify the company to perform relevant information disclosure obligations after the resolution is made by its board of directors or shareholders’ meeting. Article 35 the board of directors shall be responsible for the interpretation of this system.
Article 36 the terms “above”, “within” and “below” in this system include this number; “Other”, “less than”, “more than” and “more than” do not include this number.
Article 37 matters not covered in this system or inconsistent with relevant laws and regulations, normative documents, relevant provisions of the regulatory authority and the articles of association shall be implemented in accordance with relevant laws and regulations, relevant provisions of the regulatory authority and the articles of association.
Shenzhen Crastal Technology Co.Ltd(300824) \uf020 March 2002 \uf020
