Fujian Rongji Software Co.Ltd(002474)
External guarantee management system
Chapter I General Provisions
Article 1 in order to safeguard the interests of investors, standardize the guarantee behavior of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company”), control the operation risk of the company’s assets and promote the healthy and stable development of the company, According to the civil code of the people’s Republic of China, the company law 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 Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the Fujian Rongji Software Co.Ltd(002474) articles of association (hereinafter referred to as the “articles of association”) and other relevant provisions, and this system is formulated in combination with the actual situation of the company.
Article 2 the guarantee mentioned in this system refers to the guarantee, mortgage, pledge or other forms of guarantee provided by the company and its holding subsidiaries to others as a third party. The specific types include loan guarantee, bank guarantee for issuing letter of credit and bank acceptance bill, guarantee for issuing letter of guarantee, etc. The guarantee provided by the company for its holding subsidiaries (including wholly-owned subsidiaries) is regarded as external guarantee.
The total amount of external guarantees of the company and its holding subsidiaries referred to in this system refers to the sum of the total amount of external guarantees of the company, including the guarantee of the company to its holding subsidiaries, and the total amount of external guarantees of the company’s holding subsidiaries.
Article 3 all directors and senior managers of the company shall prudently treat and strictly control the debt risk arising from external guarantee.
Article 4 the company’s external guarantee shall follow the principles of legality, prudence, equality, voluntariness, fairness, integrity, mutual benefit and safety. The company has the right to refuse any act of forcing it to provide guarantee for others.
Article 5 the company’s external guarantee can only be implemented after being deliberated and approved by the board of directors or the general meeting of shareholders in accordance with the provisions of the articles of association and this system.
Article 6 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 and its holding subsidiaries shall not provide external guarantee or mutual guarantee.
When providing external guarantee, the company shall require the other party to provide counter guarantee.
Chapter II Guarantee and management
Section 1 guarantee object
Article 7 the company can provide guarantee for units with independent legal personality and one of the following conditions. (I) holding subsidiaries and other units with control relationship in the company’s consolidated statements;
(II) joint stock companies and units required by the company’s business.
At the same time, the company must have strong solvency and comply with the relevant regulations.
Article 8 if the company really needs to provide guarantee for other companies due to specific circumstances, it shall strictly implement the relevant provisions, take necessary preventive measures such as counter guarantee with the approval of the board of directors or the general meeting of shareholders in accordance with the corresponding procedures, and carefully judge the actual guarantee ability and enforceability of the counter guarantee provider.
Section II Guarantee investigation
Article 9 when providing external guarantee, the company shall take necessary measures to check the credit status of the guaranteed party, and decide whether to provide guarantee on the basis of prudent judgment of the guaranteed party’s ability to repay its debts.
Before deciding the guarantee, the company shall carefully consider and analyze the financial status, operation status, industry prospect and credit situation of the guaranteed party, fully analyze the benefits and risks of the guarantee, 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. The analysis items include but are not limited to:
(I) there is no need to terminate the enterprise legal person established and effectively existing according to law;
(II) good operating and financial conditions, with stable cash flow or good development prospects;
(III) where a guarantee has been provided, there shall be no case where the creditor requires the company to bear joint and several guarantee liability;
(IV) have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability;
(V) the financial information provided is true, complete and effective;
(VI) the company has control over it;
(VII) there are no other legal risks.
Article 10 the guarantee applicant shall provide the company with the following materials:
(I) basic information of the enterprise and analysis report on its operation;
(II) the latest audit report and current financial statements;
(III) main contract and data related to the main contract;
(IV) the purpose and expected economic effect of the bank loan guaranteed in this item;
(V) analysis on the repayment ability of bank loans guaranteed by this item;
(VI) description that there is no major litigation, arbitration or administrative punishment;
(VII) counter guarantee scheme and proof that the counter guarantee provider has actual bearing capacity;
(VIII) other relevant information deemed necessary by the company.
Article 11 the directors, managers and other managers of the company, as well as the departments and personnel of the finance department specifically handling the guarantee matters (hereinafter referred to as the “responsible person”) shall conduct investigation according to the above information provided by the guaranteed object to determine whether the information is true.
Article 12 the responsible person has the obligation to ensure the authenticity of the main contract and prevent both parties of the main contract from maliciously colluding or taking other fraudulent means to defraud the company’s guarantee.
Article 13 the Department in charge of handling guarantee matters shall investigate the solvency, operation status and reputation of the guaranteed object through the deposit bank, business contact unit and other aspects. When necessary, the Finance Department of the company shall work with the audit department or hire an intermediary to audit it.
Section III guarantee approval
Article 14 the guarantee provided by the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and made a resolution, or approved by the general meeting of shareholders.
Article 15 the external guarantee 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 of the company. If the guarantee provided by the company falls into one of the following circumstances, it shall be deliberated and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the company in the latest period;
(IV) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
(V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s latest audited total assets;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) guarantee conditions stipulated in Articles 16 and 17 of the system;
(VIII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall be approved by more than two-thirds 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 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 16 the actual guarantor provided by the controlling shareholder and its affiliates shall be the guarantor provided by the other party.
Article 17 the company provides guarantee for its holding subsidiary or joint-stock company. Other shareholders of the holding subsidiary or joint-stock company shall provide risk control measures such as the same guarantee according to the proportion of capital contribution. If the shareholder fails to provide risk control measures such as the same guarantee to the holding subsidiary or joint-stock company according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons and analyze the operation of the guarantee object On the basis of solvency, fully explain whether the guarantee risk is controllable and whether it damages the interests of the company.
Article 18 the company provides guarantee to the 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 for the two types of subsidiaries with asset liability ratio of more than 70% and less than 70% in the latest financial statements 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, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 19 the company provides guarantee to its joint venture or associated enterprise and meets the following conditions at the same time. 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:
(I) the guaranteed person is not a director, supervisor, senior manager, shareholder holding more than 5%, actual controller and legal person or other organization under its control;
(II) each shareholder of the guaranteed shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
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 20 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, but the total amount of adjustment shall not exceed 50% of the total estimated guarantee amount:
(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;
(IV) each shareholder of the transferred party shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
The company shall disclose the aforesaid adjustment in a timely manner when it actually occurs.
Article 21 when the general meeting of shareholders or the board of directors makes a resolution on the guarantee, the shareholders or directors who have an interest in the guarantee shall withdraw from voting.
Article 22 the counter guarantee or other effective risk prevention measures provided by the applicant for guarantee must correspond to the amount to be guaranteed. 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 23 If the guaranteed party becomes an affiliate of the company due to a transaction or connected transaction, the company shall perform corresponding review procedures and disclosure obligations on the existing connected guarantee while implementing the transaction or connected transaction.
If the board of directors or the general meeting of shareholders fails to consider and approve the above related guarantee matters, all parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 24 the company shall organize relevant departments to review the guarantee matters and submit them to the board of directors and the general meeting of shareholders for approval after passing the relevant internal approval procedures of the company.
Before the board of Directors considers the provision of guarantee, the directors shall fully understand the operation and credit status of the guaranteed party, and carefully analyze the financial status, operation status and credit status of the guaranteed party.
The directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt and the effectiveness of the counter guarantee measures.
When the board of Directors considers the guarantee proposal for the company’s holding subsidiaries and joint-stock companies, the directors shall focus on whether the shareholders of the holding subsidiaries and joint-stock companies provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution.
Article 25 a subsidiary that needs a guarantee from the company must submit a guarantee application to the headquarters of the company and submit the relevant materials of the guarantee project and the amount of guarantee to the finance department. The financial department of the company shall review the guarantee application submitted by the subsidiary and submit it to the company’s leaders for approval. After approval, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation. Article 26 If the debt guaranteed by the company needs to be extended after maturity and continues to be guaranteed by it, it shall be used as a new external guarantee to re perform the review procedures and information disclosure obligations.
Article 27 Where a holding subsidiary of a 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 holding subsidiary performs the deliberation procedures. In accordance with article 6.1.10 of the Listing Rules of Shenzhen Stock Exchange, except for the guarantee matters that need to be submitted to the general meeting of shareholders for deliberation. Where a 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.
Article 28 the counter guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding review procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by them, except that the company and its holding subsidiaries provide counter guarantee for the guarantee based on their own debts.
Section 4 conclusion of guarantee contract
Article 29 after the decision of the board of directors or the general meeting of shareholders, the chairman or the person authorized by the chairman shall sign the guarantee contract.
Article 30 a guarantee contract must comply with the relevant legal norms and the contract matters must be clear. In addition to the standard guarantee contract issued by the bank, other forms of guarantee contracts need to be reviewed or issued by the law firm hired by the company.
Article 31 When concluding a standard guarantee contract, all obligatory terms shall be strictly examined in combination with the credit status of the guaranteed. When mandatory terms may cause unexpected risks to the company, the guaranteed shall provide corresponding counter guarantee or refuse to provide guarantee.
Article 32 a guarantee contract shall specify the following terms:
(I) creditors and debtors;
(II) the type and amount of the creditor’s rights of the guaranteed;
