Measures for the administration of external guarantees
Chapter I General Provisions
Article 1 in order to strengthen the external guarantee management of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”), standardize the external guarantee behavior of the company, and effectively prevent and control the asset operation risk of the company, In accordance with the company law of the people’s Republic of China, the guarantee law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for 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 “Stock Listing Rules”) and other laws and regulations These measures are hereby formulated in accordance with the relevant provisions of normative documents and Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “external guarantee” as mentioned in these Measures refers to the guarantee, mortgage or pledge provided by the company and its subsidiaries as a third party for the guaranteed. The guarantee provided by the company for its subsidiaries is regarded as external guarantee. Specific types include but are not limited to bank credit line, loan guarantee, letter of credit and bank acceptance bill, etc. These measures are applicable to the external guarantee of the company and its subsidiaries.
Article 3 in establishing and implementing the internal control of guarantee, the company shall strengthen the risk control of key links and take corresponding control measures to achieve the following objectives:
(I) ensure the standardization of guarantee business and prevent and control the risk of contingent liabilities;
(II) ensure the authenticity, completeness and accuracy of the guarantee business and meet the needs of information disclosure;
(III) comply with relevant national guarantee regulations and the requirements of regulatory authorities;
(IV) the principal debt contract and guarantee contract must comply with the contract law of the people’s Republic of China and other national laws and regulations and the articles of association.
Article 4 the company’s external guarantee shall follow the principles of equality, voluntariness, legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Chapter II decision making authority
Article 5 the company’s external guarantee shall be subject to unified management. The company and its subsidiaries shall not provide external guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders.
Article 6 when the board of directors deliberates on external guarantee matters, it must be approved by more than 2 / 3 of the directors attending the meeting of the board of directors.
Article 7 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors of the company:
(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 subsidiaries exceeds 50% of the latest audited net assets of the listed company;
(III) any guarantee provided after the total amount of guarantee provided by the company and its subsidiaries exceeds 30% of the total audited assets of the listed 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) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
When the general meeting of shareholders considers the guarantee in Item (V) of this article, it shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
In case of external guarantee within 12 months, the company shall follow the principle of cumulative calculation. If the company has performed relevant obligations in accordance with the above provisions, it will not be included in the scope of relevant cumulative calculation.
Article 8 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.
Article 9 a listed 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 listed 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% respectively in the next 12 months and submit it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the listed 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.
Chapter III application review procedures
Article 10 before the company intends to provide guarantee business, the finance department shall conduct on-the-spot investigation on the guaranteed enterprise to understand its asset operation, qualification and reputation, put forward preliminary opinions, and conduct examination and approval in accordance with the examination and approval authority and procedures specified in the articles of association. Carefully evaluate the interests and risks of the guarantee, including but not limited to:
(I) it is an enterprise legal person legally established and existing, and there is no need to terminate;
(II) good operating and financial conditions, stable cash flow and 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) the materials provided are true, complete and effective;
(V) the company has control over it.
Article 11 the company’s external guarantee management adopts a multi-level review system, and the relevant departments of the company include:
(I) the Department in charge of the initial review and the daily risk management of the company’s external guarantor and the Department in charge of the initial review and the daily risk management of the company’s external guarantor;
(II) the securities investment department 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 12 the external guarantee application of the company shall be accepted by the finance department. The guaranteed shall submit the guarantee application and attachments to the finance department at least 30 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) the guarantor’s description of the repayment plan and source of the guaranteed debt;
(VI) counter guarantee scheme.
Article 13 when submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, which shall include but not limited to:
(I) a copy of the business license of the enterprise legal person of the guaranteed;
(II) the financial statements of the guaranteed party audited by a qualified accounting firm in the previous year;
(III) the latest financial statements of the guaranteed;
(IV) valid management certificates of the real estate, fixed assets and other property ownership of the guaranteed; (V) guaranteed main debt contract;
(VI) the format text of the guarantee contract provided by the creditor;
(VII) description of no major litigation, arbitration or administrative punishment;
(VIII) other materials deemed necessary by the finance department.
Article 14 after accepting the application of the guaranteed, the finance department shall, together with relevant departments, timely investigate the credit status of the guaranteed, conduct risk assessment, and keep relevant materials.
Article 15 after the guarantee application passes the compliance review, the securities investment department shall organize and perform the approval procedures of the board of directors or the general meeting of shareholders in accordance with the relevant provisions of the articles of association.
Article 16 when examining the guarantee application of the guaranteed, the board of directors of the company shall carefully treat and strictly control the debt risk arising from the external guarantee. When necessary, the board of directors may hire an external professional institution to evaluate the risk of the implementation of the external guarantee as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 17 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. The guarantee contract shall at least include the following contents:
(I) type and amount of principal creditor’s rights guaranteed;
(II) the time limit for the debtor to perform its obligations;
(III) guarantee method;
(IV) scope of guarantee;
(V) guarantee period;
(VI) other matters that the parties consider necessary to be agreed.
Article 18 the chairman of the company or other persons legally authorized shall sign the guarantee contract on behalf of the company in accordance with the resolutions of the board of directors or the general meeting of shareholders of the company. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the general meeting of shareholders or the board of directors.
Article 19 the securities investment department 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.
Chapter IV daily supervision and continuous risk control
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, the board of directors or the general meeting of shareholders, the signed guarantee contract, etc.).
Article 22 the finance department shall track and supervise the operation status, financial status, changes in assets and liabilities, external guarantee or other liabilities, division, merger, change of legal representative and changes in external business reputation of the guaranteed during the guarantee period, so as to actively and continuously control the risk, In case of any major adverse change to its debt repayment ability during the guarantee period, the guaranteed shall timely report to the board of directors of the company. The finance department shall do the following work:
(I) timely understand and grasp the use and withdrawal of funds of the guaranteed party;
(II) regularly learn about the debt repayment from the secured party and creditors;
(III) in case of any deterioration in the financial situation of the guaranteed party, report to the company in time and put forward suggestions; (IV) if the guaranteed party is suspected of transferring property to avoid debts, immediately report to the company and cooperate with the company’s legal counsel to prevent risks;
(V) notify the guaranteed party 2 months in advance to pay off the debt and follow-up work.
Article 23 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 of these provisions.
Article 24 If the guaranteed party fails to perform the contract and the creditor claims against the company, the company shall immediately start the counter guarantee recovery procedure.
Article 25 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the finance department and the company’s legal adviser shall request the company to participate in the distribution of bankruptcy property and exercise the right of recovery in advance.
Article 26 when the company acts as a general guarantor, it shall not assume the guarantee liability to the debtor in advance without the decision of the board of directors of the company before the dispute over the main contract has not been tried or arbitrated and the debtor’s property is enforced according to law and still unable to perform the debt.
Article 27 If there are more than two guarantors in the guarantee contract and it is agreed with the creditor to bear the guarantee liability according to the share, the company shall refuse to bear the guarantee liability beyond the company’s share.
Article 28 after the company has fulfilled the guarantee responsibility to the creditors, the responsible person must recover the guarantee from the guaranteed person in a timely and active manner.
Chapter V Information Disclosure
Article 29 any department and responsible person involved in the external guarantee of the company shall be responsible for timely reporting the external guarantee to the Secretary of the board of directors of the company and providing the documents required for information disclosure.
Article 30 after the board of directors or the general meeting of shareholders has made a resolution on the external guarantee of the company, the board of directors of the company shall timely submit the relevant documents to Shenzhen Stock Exchange in accordance with the requirements of the stock listing rules, and disclose the information in the designated information disclosure newspapers and periodicals.
Article 31 for the disclosed guarantee matters, the relevant responsible departments and personnel shall timely inform the securities investment department in case of the following circumstances, so that the company can timely perform the obligation of information disclosure:
(I) the guaranteed fails to perform the repayment obligation within 15 working days after the maturity of the debt;
(II) bankruptcy, liquidation and other situations seriously affecting the repayment ability of the guaranteed.
Article 32 in the semi annual report and 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 the above provisions, and express independent opinions. If necessary, they can hire an accounting firm for verification.
Chapter VI responsibilities of relevant personnel
Article 33 If the chairman of the board of directors or other personnel of the company sign a guarantee contract without authorization in accordance with the procedures specified in this system, causing damage to the company, the parties shall be investigated for responsibility.
Article 34 Where the relevant audit departments and personnel of the company involved in these measures fail to perform their duties in accordance with the prescribed procedures, resulting in actual losses to the company, the company shall investigate the responsibilities of the relevant responsible personnel.
Article 35 according to the law, the company is not required to bear the guarantee liability, but if the relevant departments and personnel of the company decide without authorization to make the company liable and cause losses to the company, the relevant responsible personnel shall be liable for compensation. Chapter VII supplementary provisions
Article 36 matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 37 the power of interpretation of these measures belongs to the board of directors of the company.
Article 38 These Measures shall come into force as of the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when amending Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
