Article 1 in order to further standardize the management of external guarantees of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as “the company” or “the company”), protect the safety of the company’s property, strengthen the management of bank credit and guarantee, and reduce business risks, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The civil code of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations and normative documents, as well as the provisions of the Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”), This system is hereby formulated.
The external guarantee of the company is under unified management. Without the approval and authorization of the company, no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
The system is applicable to the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”). The external guarantee of the company must be reviewed by the board of directors or the general meeting of shareholders. Without review and approval, the company and its subsidiaries shall not provide external guarantee, provide mutual guarantee, or invite foreign units to provide guarantee for them.
This system is not applicable to the guarantee provided by the company for its own debts.
The term “external guarantee” as mentioned in this system refers to the act that the company provides guarantee for the debtor’s debt as a third party. When the debtor fails to perform the debt, the company shall perform the debt or bear the responsibility according to the agreement. The forms of guarantee include guarantee, mortgage and pledge.
The guarantee provided by the company for its subsidiaries is also regarded as external guarantee.
The independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees and the implementation of relevant regulations in the annual report, and express independent opinions.
The company’s external guarantee shall follow the following general principles:
(I) comply with the company law, the articles of association and other relevant laws, administrative regulations and departmental rules;
(II) all directors and management of the company shall treat external guarantees carefully, strictly control the debt risk arising from external guarantees, and refuse any act of forcing the company to provide guarantees for others;
(III) the management of the company must truthfully provide all external guarantees to the audit institution hired by the company; (IV) the company must seriously 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.
The Secretary of the board of directors shall record in detail the discussion and voting of the board meeting and the general meeting of shareholders on the guarantee matters, and shall timely perform the obligation of information disclosure. The disclosure contents include the resolutions of the board of directors or the general meeting of shareholders, the total amount of external guarantees provided by the company and its holding subsidiaries as of the date of information disclosure, and the total amount of guarantees provided by the company to its holding subsidiaries.
In case of economic losses caused to the company due to illegal or improper external guarantee, the relevant responsible person shall be liable for compensation.
The company’s external guarantee is limited to independent enterprise legal persons.
The company only provides guarantee to the following enterprises:
(I) wholly owned subsidiaries, holding subsidiaries or holding subsidiaries;
(II) enterprises with good business performance, good credit standing, strong strength and able to provide counter guarantee measures. The types of guarantees provided by the company are limited to working capital loans or fixed asset investment loans and commercial acceptance bills of domestic banks.
The company’s external guarantee shall require the guaranteed to provide counter guarantee. The provider of counter guarantee shall have actual bearing capacity and the counter guarantee shall be enforceable. However, the provisions of this article on counter guarantee shall not apply to the guarantee provided by the company for wholly-owned subsidiaries, subsidiaries holding more than 70% or subsidiaries holding more than 70%. The main forms of counter guarantee are mortgage, pledge or third-party guarantee. The company shall not accept the property and rights of the guaranteed enterprise that have set guarantees or other rights restrictions as the subject matter of mortgage or pledge, nor shall it accept the guarantee provided by a third party who obviously has no ability to perform its debts.
The counter guarantee provided by the guaranteed party is limited to bank deposit certificates, houses (buildings), land use rights and machinery and equipment, and must correspond to the amount to be guaranteed.
The sponsoring Department of the company’s external guarantee is the finance department.
The guaranteed shall submit the guarantee application and attachments to the financial principal and its subordinate financial department at least 15 working days in advance. The guarantee application shall at least include the following contents:
(I) basic information of the guaranteed;
(II) description of the guaranteed main debt;
(III) guarantee type and guarantee period;
(IV) main terms of the guarantee agreement;
(V) description of the guaranteed party’s loan repayment plan and source of the guaranteed debt;
(VI) counter guarantee scheme.
When submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, including:
(I) a copy of the business license of the enterprise legal person of the guaranteed;
(II) the latest audited financial statements of the guaranteed for the previous year and the latest period;
(III) guaranteed main debt contract;
(IV) the format text of the guarantee contract provided by the creditor;
(V) description that there is no major litigation, arbitration or administrative punishment;
(VI) other materials deemed necessary by the finance department.
If the board of directors or the general meeting of shareholders deems it necessary, it may employ external financial or legal professional institutions to provide professional opinions on such external guarantee matters as the basis for the decision-making of the board of directors and the general meeting of shareholders. After accepting the application of the guaranteed, the finance department shall timely investigate the credit status of the guaranteed and assess the risk of providing guarantee to them, and submit a written report (together with the copy of the guarantee application and annex) to the Secretary of the board of directors.
The Secretary of the board of directors shall conduct compliance review after receiving the written report of the finance department and relevant materials of the guarantee application.
The Secretary of the board of directors shall organize the implementation of the approval procedures of the board of directors or the general meeting of shareholders in accordance with the articles of association and the relevant provisions of this system after the guarantee application has passed its compliance review.
External guarantees 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 must be approved by the general meeting of shareholders:
(I) the single guarantee amount of the company and its subsidiaries exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its 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 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%;
(V) the guarantee amount reaches or exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
(VII) other guarantees stipulated by Shanghai Stock Exchange (hereinafter referred to as “Stock Exchange”) or the articles of association.
If the company provides guarantee for shareholders holding less than 5% of the company’s shares, the foregoing provisions of this paragraph shall be followed, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
External guarantees other than those listed in Article 21 of the system shall be examined and approved by the board of directors of the company.
When the external guarantee amount approved by the general meeting of shareholders or the board of directors needs to be implemented in batches, the chairman of the company can be authorized to sign the guarantee document within the approved amount.
When the board of directors or the general meeting of shareholders of the company votes on the external guarantee, the directors or shareholders associated with the guarantee shall withdraw from voting.
When the general meeting of shareholders deliberates the proposal to provide guarantee 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; Where the general meeting of shareholders considers that the guarantee act in Item (V) of Article 21 involves the provision of guarantee for shareholders, actual controllers and their related parties, it shall be approved by more than 2 / 3 of the voting rights held by other shareholders attending the general meeting of shareholders.
When the general meeting of shareholders deliberates on the external guarantee that the total amount of external guarantee reaches or exceeds 30% of the company’s latest audited total assets within 12 consecutive months, it shall adopt a special resolution.
For the guarantee matters within the authority of the board of directors, in addition to the consent of more than half of all directors of the company, it shall also be deliberated and approved by more than 2 / 3 of the directors attending the meeting of the board of directors.
When the number of directors with voting rights is less than 2 / 3 of all members of the board of directors due to the avoidance of voting by affiliated directors, all directors (including affiliated directors) shall make resolutions on procedural issues such as submitting such external guarantees to the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association, and the general meeting of shareholders shall make relevant resolutions on such external guarantees.
The external guarantee of the company’s subsidiaries shall be implemented in accordance with the above provisions. The external guarantee of the company’s subsidiaries must be reviewed and approved by the board of directors or the general meeting of shareholders of the company in addition to the review of the board of directors or the general meeting of shareholders of the company’s subsidiaries.
The company provides guarantees to its 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 guarantees for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% in the next 12 months 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. The guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 30 if the company provides guarantee to its joint venture or associated enterprise and the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, controlling shareholder or related person of the actual controller of the company, 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 reasonably predict the specific objects to be guaranteed and the corresponding new guarantee amount in the next 12 months, and submit them 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 If the company estimates the guarantee amount to its joint venture or associated enterprise and meets the following conditions, it can adjust the guarantee amount between its joint venture or associated enterprise:
(I) the single adjustment amount of the transferred party shall not exceed 10% of the company’s latest audited net assets; (II) for the guarantee object with asset liability ratio exceeding 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object with asset liability ratio exceeding 70% (when the guarantee amount is considered by the general meeting of shareholders);
(III) when the transfer occurs, the transferred party does not have overdue liabilities.
The company shall disclose in a timely manner when the adjustment matters mentioned in the preceding paragraph actually occur.
Article 32 when the board of directors or the general meeting of shareholders of the company votes on more than two external guarantees at the same meeting, they shall vote on each guarantee item by item.
The independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters (except the guarantee provided to the subsidiaries within the scope of merger), and can hire an accounting firm to check the accumulated and current external guarantee of the company when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
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 procedures and information disclosure obligations.
A written guarantee contract must be concluded for the guarantee. The guarantee contract must comply with the provisions of relevant laws, and the matters agreed in the guarantee contract shall be clear.
When the guarantee contract is concluded, the finance department must carefully review the relevant contents of the guarantee contract. For mandatory clauses or clauses that are obviously detrimental to the interests of the company and clauses that may have unpredictable risks, the other party shall be required to modify or refuse to provide guarantee.
The chairman of the company or the authorized person shall sign the guarantee contract on behalf of the company according to the resolution of the board of directors or the general meeting of shareholders. Without the resolution of the general meeting of shareholders or the board of directors, the directors, the general manager and the branches of the company shall not sign the guarantee contract on behalf of the company without authorization, and the finance department shall not sign the guarantee contract beyond its authority, nor sign or seal in the main contract as a guarantor.
When signing the mutual insurance agreement, the finance department shall timely require the other party to truthfully provide relevant financial reports and other materials that can reflect the solvency. The principle of equal amount shall be implemented for mutual insurance, and the excess part shall require the other party to provide corresponding counter guarantee.
Where it is required by law to handle guarantee registration, the finance department must handle guarantee registration with the relevant registration authority.
After the guarantee contract is concluded, the finance department shall timely notify the board of supervisors and the Secretary of the board of directors of the company, and properly keep the contract text in accordance with the internal management regulations of the company.
The finance department shall pay close attention to the production and operation, changes in assets and liabilities, external guarantee or other liabilities, division, merger, change of legal representative and changes in business reputation of the guaranteed, actively prevent risks, and timely report to the Secretary of the board of directors in case of abnormalities.
The financial department of the company and the financial department of subsidiaries shall designate special personnel to establish separate account for the borrowing enterprises providing external guarantee, timely track the economic operation of the borrowing enterprises, and regularly report the implementation of external guarantee to the company.
The finance department shall actively urge the guaranteed to fulfill the repayment obligations on the due date:
