Angel Yeast Co.Ltd(600298) external guarantee management system (revised in March 2022)
Chapter I General Provisions
Article 1 in order to regulate the external guarantee management of Angel Yeast Co.Ltd(600298) (hereinafter referred to as “the company”), strictly control the external guarantee risk and protect the legitimate rights and interests of the company, all shareholders and other interested parties, according to the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the company law of the people’s Republic of China (hereinafter referred to as “the company law”), This system is formulated in combination with the actual situation of the company in accordance with the relevant laws and regulations such as the civil code of the people’s Republic of China (hereinafter referred to as the “Civil Code”), the norms and guidelines for enterprise internal control and the articles of association.
Article 2 the term “external guarantee” as mentioned in this system refers to the act that the company and its subsidiaries provide guarantee for the debtor’s debt to the creditor as a third party in the form of guarantee, mortgage or pledge. When the debtor fails to perform the debt, the company and its subsidiaries perform the debt or bear the responsibility according to the agreement. The guarantee provided by the company for its subsidiaries shall be regarded as external guarantee.
Chapter II principles of external guarantee
Article 3 in principle, the company only provides guarantee for subsidiaries within the scope of consolidated statements. No guarantee shall be provided for units without equity relationship outside the company, and no guarantee shall be provided for unincorporated units or individuals.
Article 4 when the company provides guarantee for the participating subsidiaries outside the scope of the consolidated statements, it shall not exceed the share ratio guarantee, and require the guaranteed enterprise or other shareholders of the guaranteed enterprise to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity.
Article 5 the financial department of the company shall uniformly handle external guarantee matters, and other departments or personnel shall not handle guarantee business without authorization.
Chapter III decision-making authority of external guarantee
Article 6 all external guarantees shall be submitted to the Party committee of the company for pre research.
Article 7 external guarantees shall be submitted to the board of directors or the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association. No guarantee shall be provided without the deliberation and approval of the board of directors or the general meeting of shareholders.
Article 8 if the company provides guarantees for subsidiaries within the scope of consolidated statements or mutual guarantees between subsidiaries, the financial department shall prepare an annual guarantee plan and submit it to the company for decision-making and approval.
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 9 if the company provides guarantee for the participating subsidiaries outside the scope of the consolidated statements, the finance department shall formulate the application for guarantee and submit it to the company one by one to perform the decision-making and approval procedures.
Chapter IV daily management of external guarantee
Article 10 the relevant departments of the company shall manage the guarantee matters according to the division of responsibilities, including:
(I) the finance department is the daily management department of the company’s external guarantee, which is responsible for accepting guarantee applications and handling specific guarantee matters.
(II) the risk control department is responsible for drafting and reviewing documents related to guarantee, cooperating with the finance department to conduct credit investigation and risk assessment on the guaranteed unit, and handling legal disputes related to guarantee.
(III) the securities department is responsible for reviewing the compliance of the company’s external guarantee information disclosure, and organizing the implementation of the approval procedures of the board of directors or the general meeting of shareholders.
Article 11 when providing guarantee to the participating subsidiaries outside the scope of the consolidated statements, the company shall conduct credit investigation and risk assessment, and issue written opinions. Article 12 when conducting credit investigation and risk assessment, attention shall be paid to the following matters:
(I) whether the guarantee items meet the relevant requirements of national laws, regulations and the company’s guarantee system.
(II) the credit status of the guaranteed, generally including: basic information, asset quality, operation, solvency, profitability, credit degree, industry prospect, etc.
(III) the property status of the counter guarantee provided by the guaranteed, including property ownership, whether it matches the guarantee amount, etc.
Article 13 under the following circumstances, the company shall not provide guarantee: (I) the guarantee matters do not comply with national laws, regulations and company systems. (II) it has entered the reorganization, custody, merger or bankruptcy liquidation procedures. (III) deteriorating financial situation, insolvency, disordered management and high operational risk.
(IV) having major economic disputes with other enterprises, facing legal proceedings and possibly bearing major liability for compensation.
(V) there has been a guarantee dispute with the company or its subsidiaries and it has not been properly resolved.
(VI) other circumstances under which the company determines that the guarantee conditions are not met.
Article 14 after the external guarantee is deliberated and approved by the board of directors or the general meeting of shareholders, the chairman or the person authorized by the chairman shall sign the guarantee contract.
If the relevant contents of the guarantee contract are materially changed, the corresponding examination and approval procedures shall be performed again.
Chapter V risk control of external guarantee
Article 15 the Finance Department of the company shall designate a special person to properly keep the documents related to the guarantee, establish the guarantee business account, regularly monitor the operation and financial status of the guaranteed, track and supervise the guaranteed, and ensure the effective performance of the guarantee contract.
Article 16 in case of abnormal conditions and major problems of the guaranteed, the Finance Department of the company shall report to the company in time, study countermeasures and deal with them properly.
Article 17 Where the mortgagee’s property used for counter guarantee is valid only after the mortgage and pledge registration procedures are required by law, the company shall register with the relevant registration authority in time.
Article 18 If the guaranteed party fails to pay its debts or perform its obligations in accordance with the relevant legally effective contract terms, resulting in the company performing its guarantee obligations for the guaranteed party, the company shall immediately start the recourse procedure against the guaranteed party.
Article 19 after the people’s court accepts the bankruptcy case of the guaranteed, the Finance Department of the company shall timely request the company to declare its creditor’s rights, participate in the distribution of bankruptcy property and exercise the right of recourse.
Chapter VI accountability
Article 20 the company shall investigate the responsibilities of relevant departments and personnel who make major decision-making mistakes in the guarantee process, fail to perform the company’s approval procedures or fail to implement and manage guarantee matters in accordance with the provisions on illegal handling and accountability management of the company’s employees.
Chapter VII supplementary provisions
Article 21 in case of any conflict between this system and the relevant laws, regulations, normative documents and the stock listing rules of Shanghai Stock Exchange, the relevant laws, regulations, normative documents and the stock listing rules of Shanghai Stock Exchange shall prevail. Article 22 the system shall come into force after being approved by the board of directors of the company and submitted to the general meeting of shareholders of the company for approval, and the same is true for modification.
Article 23 the board of directors is responsible for the interpretation of this system.
